I am producing a CD-ROM that utilizes both the model system of yeast and the history of science to contextualize the subject of cell biology including biochemistry, genetics and molecular biology. The program is geared for students from junior high school and up. Difficult biological concepts are made accessible through the heavy use of graphics, animation and especially exciting visual data generated by research labs around the world. MidasPlus software and the facilities of the UCSF Computer Graphics Lab have allowed me to experiment with, and create many appealing polypeptide and nucleic acid images with consistent graphic treatment and spatial orientations. I also have made a library of 3-D metabolite models rendered in the same manner. I have recently concentrated on an animation of the yeast life cycle that will serve as the main menu for access to scientific data and accompanying animations. I am also making cartoon models of biological processes that link to the macromolecular structural data. I have just finished a sequence that shows how receptor mediated G-protein signaling, second messenger systems and kinase cascades work. Color coded 3-D models of GTP, GDP, ATP, ADP etc. are used instead of letters, and many of the cartoons can be clicked to link to graphic output of PDB structural data. Along with the graphics, information about the protein data and the location of yeast gene loci are provided. This type of visual information management not only makes learning for students easier it also solves some of the cross-reference overload problems that protein and genome databases are struggling with.